Société simple: figuring out the statutes

I am confortable with doing the bookkeeeping, with @RichardB as a backstop.

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Hello @reef-finance,
My understanding is that our next big task is to finalise the statutes of the société simple.
I don’t know if you had time to go over my remarks? Or do you have an idea on how you wish to proceed?
Lucia

Hello Lucia, agree let’s discuss this plus a few others points from the coordination meeting. @ugne I don’t see an upcoming team finance meeting for this month should we schedule one, perhaps a quick poll will do to find a date.

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Hi @reef-finance
Hi @RichardB

Indeed, it’s possible I scheduled our calls for the first half a year only. Will be off site for these 3 upcoming days but will send a poll this weekend or early next week.
Thanks for the reminder!
Best
Ugné

Best of luck with the upcoming days – you’re almost done! :blush:

I have a suggestion regarding our meeting schedule. Would it be possible to extend our meetings to 1.5 to 2 hours and/or increase their frequency to every two weeks? I understand that many of us are juggling parenthood and other responsibilities, and my goal is to ensure our meetings are as effective as possible.

With the increasing workload in the upcoming months, I feel that one hour every three weeks might not be sufficient. In the meetings so far, I haven’t had the opportunity to discuss everything on my mind.

Thank you for considering this.

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Sure, we can always do that and cancel later if needed.

Hi all, I wonder if there have been discussions about possible taxes that have to be paid in other countries on the société simple. This discussion seems relevant considering the international composition of this group. Apparently, some countries have different laws attributed to nationality which implies that citizens of a country that live abroad still have to pay taxes to their country of origin even though they do not live (or work) there.
I ask this question because I consulted with my uncle who manages a ‘société simple’ that I am also part of. For this ‘société simple’ we are currently challenged with issues related to international revenue law because one of the share holders is moving to another country…
If there have been discussions and they have meeting minutes or decisions, where can I find them?
Thank you for answering my question

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Hello Marij_e,
I believe you are asking what the tax implications could be for people who have to submit their tax declaration abroad while maintaining members of the (société simple) SoSim. We have not discussed such a case yet and I am also not aware whether it would apply to any of the current full members. It is good though that you bring it up, such that we can alert all future members that they may have to consult local tax regulations in case they are due for foreign taxes.

This sounds insane. All condominiums have some common spaces. Does this mean that, if you are Matexi, you need to create a separate legal vehicle to pay for the stairs? And when a common space has a wall in common with a private space, how do you divide the cost of that wall?

No. You only pay taxes on income, not on companies. The Société Simple we make will never distribute any income, so you will not pay any taxes on it, anywhere.

Hello,
In comparison with a classical condominium (where the builder remains the full owner of the building until it is finalised → not a condominium until that point), The Reef will be a shared-property at the moment of the start of the works.

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Thank you @LuciaM , makes sense!

@Alberto, I do think it may make sense to get in touch with Vosberg as suggested by the notary. They are starting construction works now and I believe they face similar challenges. In this informative post of yours from 2022 you mention you met with Alain. Any chance you kept his contact? Happy to get in touch with him.

You are right, and yes, I still have his number. Will pass it to you through Signal to protect his privacy.

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Not just income… In some countries, the principle exists that individuals with a certain nationality are taxed on their worldwide income and assets. The banks pass on the information of the société simple account in its entirety to other countries; the tax authorities of those other countries levy on the whole and not on the part (amount of shares) of the person concerned. From my point of view, it seems important that the société simple foresees any possible issues for this complex matter in its statutes by stipulating that each person concerned must be responsible for the costs associated with or as a result of FATCA and CRS (common reporting standards) and for the taxes that would be levied on the société simple if these are the result of an action by the person concerned (residency abroad, eg.) or a result of legislation imposed by a country of which the person concerned is a citizen.

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HI there @reef-finance
I would like to raise a question/concern about what is mention about exiting members:

En cas de retrait avant l’octroi du permis d’urbanisme ou avant que ce dernier ne soit purgé de tout recours, le sortant ne peut prétendre à la restitution des frais, dépenses ou coûts généralement quelconques qui ne seraient pas en soi directement constitutifs de valeur, tels les frais engagés dans le but d’obtenir un permis, les frais de notaire, d’architecte, d’accompagnements divers, d’entretien des bâtiments et de constitution des différentes entités structurant et organisant l’Habitat groupé.

I am not fully clear about what this means: does it mean that the person leaving before the permit is issued will not recover whatever has been paid in architects and notary fees: 1) at all or 2) before the permit is issued (meaning they will after that)? Because now that we now we will be paying 60% of the fee to the architects before the permit is issued, it seems more relevant…

Hello Sarah,
This, in my understanding, is a safeguard for the continuity of the project in the early stages. The SoSim may be able to recover part of the property you bought (through a new entrant), and then be willing to reimburse your shares. That would be way more difficult for notary and architect fees (i.e. dépenses ou coûts généralement quelconques qui ne seraient pas en soi directement constitutifs de valeur ) which is why they are excluded here.

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Our SoSim yields no income, so no problem there. Maybe your shares can be considered an asset (a claim on the assets of the SoSim). Even then, and even in the event that we would front 100% of the cost of our units, what it comes down is that you are taxed for having an apartment, that was not yet built but you already paid for. When the construction is over, the SoSim will have zero assets and be dissolved (so the value of your shares is zero). If we have to pay a tax on assets, we will pay one on the unit itself.

Good idea. Though there are no Americans in The Reef at the moment, so also not an immediate threat. Note for myself and @Lee .

Hi Richard, thanks for your answer.
I still don’t get it though :-/
Will somebody who leave before the permit is obtain get this money back or not?

It seems like a lot of money to loose if for some bad luck you had to leave the project… And not very fair because it means that the people coming in after you would be paying less for their apartment…

I started thinking about this mostly because of something Lucia mentioned about apartment choice and the fact that people getting in later might not necessarily have options that they can actually afford in the end, and might be forced to leave the project…
And also in general, we are not fully certain of the final price of the project until after the Avant projet is finished, and we will have paid notary fees ans a fair share of architects fees by then…

If you leave the day before the permit is obtained, you will have contributed some 20% of your total payments to archi, notary and registration fees which cannot be recovered. In my understanding, leaving the SoSim is by design complicated (i.e. needs to be approved by the assembly and management), so that transition is discouraged and stability ensured; indeed this may not seem fair for the individual(s) leaving and we can probably discuss this further (team building, FM, notary etc.)
I do agree on your point of price risk which is inherent to our project and which will continue even after the avant-projet. Regarding availability of apartments, I would have thought clarity will be provided with the esquisse, but trust your good judgment as a member of team building :wink:

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I think what the notary said about this is that this clause is unavoidable, because if mistakes are made and we are incurring costs that will turn out to be for nothing (e.g. asking the lawyer to check somehing while it wasn’t needed), the newly incoming member does not get any value for that, and should therefore not be expected to pay for it.

The solution for the person who wants out - which Mark always has said is not possible at a certain stage btw - is either to make a gentlemens agreement that says that the new houshold will fully reimburse the costs of the outgoing household, or else that you stay in the project until the casco unit has been finished, and then you sell your unit.

In the unlikely event that this happens, I trust we will find a creative solution for this. In Brutopia for example, this is where they decided to increase solidarity and stretch the “accordéon” / price fork.

Mark’s reply to this is that the price should not go beyond the price of the feasibility study (unless agreed by everybody). If it turns out that there are unforeseen costs, then we’ll need to start cutting out things from our wish list.

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